[Form 4] STAG Industrial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

STAG Industrial, Inc. (STAG) director reported several equity transactions and ownership changes. On November 17, 2025, the reporting person converted 50,000 LTIP Units of STAG Industrial Operating Partnership, L.P. into 50,000 OP Units, then redeemed those OP Units. The company elected to settle the redemption in common stock on a one-for-one basis, resulting in the issuance of 50,000 shares of common stock.

Also on November 17, the director sold 16,552 shares of common stock at a weighted average price of $38.5248 and made a 25,000-share charitable gift. On November 18, 2025, the director sold an additional 8,448 shares at a weighted average price of $38.4483. After these transactions, the director directly beneficially owned 33,014 shares of STAG Industrial common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Butcher Benjamin S

(Last) (First) (Middle)

C/O STAG INDUSTRIAL, INC.

ONE FEDERAL STREET, 23RD FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STAG Industrial, Inc. [ STAG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/17/2025		C(1)		50,000	A	(1)	58,014	D
Common Stock	11/17/2025		D		16,552	D	$38.5248(2)	41,462	D
Common Stock	11/17/2025		G(3)		25,000	D	$0(3)	8,014	D
Common Stock	11/18/2025		D		8,448	D	$38.4483(4)	33,014	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(5)	(5)	11/17/2025		C(1)			50,000	(5)	(5)	Common Stock, par value $0.01 per share	50,000	(1)(5)	587,254	D
Partnership Units(6)	(6)	11/17/2025		C(1)		50,000		(6)	(6)	Common Stock, par value $0.01 per share	50,000	(1)(6)	59,320	D
Partnership Units(6)	(6)	11/17/2025		C(1)			50,000	(6)	(6)	Common Stock, par value $0.01 per share	50,000	(1)(6)	9,320	D

Explanation of Responses:

1. On November 17, 2025, the reporting person converted a total of 50,000 long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, into 50,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 50,000 OP Units. The LTIP Units are convertible into OP Units as they are nonforfeitable and certain conditions to parity have been satisfied. The OP Units held by the reporting person are redeemable for cash equal to the current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The Issuer elected to redeem the reporting person's OP Units with common stock.

2. This represents the weighted average sales price. On November 17, 2025, sales prices ranged from $38.40 to $38.81. Upon request by the Securities and Exchange Commission (the "SEC"), the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

3. This transaction represents a gift/donation to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code. This is not a market transaction, thus no price has been reported.

4. This represents the weighted average sales price. On November 18, 2025, sales prices ranged from $38.40 to $38.60. Upon request by the SEC, the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

5. Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. Over time, the LTIP Units can achieve full parity with OP Units for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. LTIP Units do not have an expiration date.

6. Represents OP Units in the Operating Partnership. OP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The OP Units are vested as of the date of issuance and have no expiration date.

	/s/ Jeffrey M. Sullivan, Attorney-in-Fact	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did STAG (STAG) report on this Form 4?

The director converted 50,000 LTIP Units into 50,000 OP Units, redeemed them for 50,000 shares of common stock, sold shares on two days, and made a charitable gift.

How many STAG Industrial shares did the director sell and at what prices?

On November 17, 2025, the director sold 16,552 shares at a weighted average of $38.5248. On November 18, 2025, the director sold 8,448 shares at a weighted average of $38.4483.

Did the STAG director make any charitable donations of stock?

Yes. The filing shows a transaction coded as a gift: a donation of 25,000 shares of STAG Industrial common stock to a Section 501(c)(3) charitable organization.

What is the significance of the 50,000 LTIP Units and OP Units for STAG (STAG)?

The reporting person converted 50,000 LTIP Units into 50,000 OP Units and redeemed those OP Units for 50,000 shares of STAG Industrial common stock, reflecting movement from partnership units into listed shares.

How many STAG Industrial shares does the director own after these transactions?

After the reported transactions, the director directly beneficially owned 33,014 shares of STAG Industrial, Inc. common stock.

Are the LTIP Units and OP Units in STAG’s structure subject to expiration?

The explanation notes that LTIP Units and OP Units have no expiration date and may be redeemed for cash or, at the issuer’s election, for common stock on a one-for-one basis once conditions are satisfied.